Exhibit 10.21
DIRECTOR/OFFICER INDEMNIFICATION
AGREEMENT
THIS AGREEMENT made as of the
day of December, 2008, between
(“Director/Officer”) and TREX COMPANY, INC., a Delaware
corporation (the “Corporation”), provides:
1. General . Director/Officer
is currently serving as a member of the Board of Directors of the
Corporation (the “Board”) and as an officer of the
Corporation. As an inducement for Director/Officer to continue to
serve as a member of the Board and as an officer of the
Corporation, the Corporation has agreed to enter into this
Agreement.
2. Indemnification . The
Corporation agrees, to the fullest extent now or hereafter
permitted by applicable law, including but not limited to the
General Corporation Law of the State of Delaware, to indemnify
Director/Officer against any liability imposed upon or asserted
against him (including amounts paid in settlement) in any
proceeding (including a proceeding by or in the right of the
Corporation) arising out of acts or omissions in his capacity as a
member of the Board or officer of the Corporation or otherwise by
reason of the fact that he is or was a member of the Board or
officer of the Corporation.
3. Advancement of Expenses .
The Corporation will advance, pay for and/or reimburse the
reasonable expenses incurred by Director/Officer if he is a party
to any proceeding described in Section 2 above in advance of
the final disposition thereof if Director/Officer furnishes the
Corporation a written undertaking, executed personally or on his
behalf, to repay the advance if it is ultimately determined that he
is not entitled to indemnification. The undertaking required by the
preceding sentence shall be an unlimited general obligation of
Direct
